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8-K - 8-K - Better Choice Co Inc. | brhc10013953_8k.htm |
Exhibit 99.1
Investor Presentation August 4, 2020
Safe Harbor This presentation contains information, statements, beliefs and opinions which are
forward-looking, and which reflect current estimates, expectations and projections about future events, referred to herein and which constitute “forward-looking statements” or “forward-looking information” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this document, regarding our strategy, future operations, financial position, prospects, plans and objectives of management are
forward-looking statements. Statements containing the words “could”, “believe”, “expect”, “intend”, “should”, “seek”, “anticipate”, “will”, “positioned”, “project”, “risk”, “plan”, “may”, “estimate” or, in each case, their negative and words
of similar meaning are intended to identify forward-looking statements. By their nature, forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions, most of which are difficult to predict and many of
which are beyond the Company’s control, concerning, among other things, the Company’s anticipated business strategies, anticipated trends in the Company’s business and anticipated market share, that could cause actual results or events to
differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. In addition,
even if the outcome and financial effects of the plans and events described herein are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or
developments in subsequent periods. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there
may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. Forward-looking information contained in this presentation is based on the Company’s current estimates, expectations and
projections, which the Company believes are reasonable as of the current date. The Company can give no assurance that these estimates, expectations and projections will prove to have been correct. Given these uncertainties, you should not
place undue reliance on these forward-looking statements. All statements contained in this presentation are made only as of the date of this presentation, and the Company undertakes no duty to update this information unless required by law.
CANNABIS-RELATED ACTIVITIES ARE ILLEGAL UNDER U.S. FEDERAL LAWS: The U.S. Federal Controlled Substances Act classifies “marijuana” as a Schedule I controlled substance. Accordingly, cannabis-related activities, including without limitation,
the cultivation, manufacture, importation, possession, use or distribution of cannabis and cannabis products are illegal under U.S. federal law. Strict compliance with state and local laws with respect to cannabis will neither absolve the
Company of liability under U.S. federal law, nor will it provide a defense to any federal prosecution which may be brought against the Company with respect to adult-use or recreational cannabis. Any such proceedings brought against the
Company may adversely affect the Company’s operations and financial performance. Prospective investors should carefully consider the risk factors before investing directly or indirectly in the Company and purchasing the securities described
herein. 1
BTTR Investment Highlights 2 International sales account for ~17% of BTTR net sales, or ~$8mm
of annual salesRevenue has been doubling annually and target BTTR international revenue at ~25% of total within 3 years FreshPet (FRPT) is the only publicly traded competitor to BTTR.FRPT trades at ~15x 2019A revenue, an ~9x premium to BTTR
at <2x 2019A revenueThere have been multiple acquisitions of publicly traded pet products companies in recent years Strong and Growing International Presence Public Market Scarcity Premiumization and humanization of petsRecession
resistantMillennials an important and growing demographicMiddle class income growth in emerging economies Strong Industry Trends Premium, natural products aligned with consumer trendsCompelling cat/dog mix, with strong innovation
pipelineApproximately 60% of BTTR net sales are concentrated in E-Commerce and Direct-to-Consumer. Both of these segments are growing at 15-20%+ annuallyEstablished premium brands primed for long term growth Well Positioned in High Growth
Segments
Business Profile & Key Growth Areas 3 E-Commerce International Other Growth Areas 36%
of net sales in 1Q20BTTR well positioned to capitalize on the rapidly accelerating trend of online purchasing by pet parents 17% of net sales in 1Q20 primarily in Asia-PacificCountries include: China, South Korea, Japan, Taiwan, Hong Kong,
Australia, PhilippinesVery high growth, current run-rate of ~$8mm annual sales Food-Drug-Mass (“FDM”)Other International: Europe, Latin AmericaSpecialized Products: Vegan, etc Direct to Consumer 21% of net sales in 1Q20High growth, first
mover opportunityMillennial demographic is an important focus area for DTC growth
Attractive Category Dynamics (2) Source: Morgan Stanley Equity Research ($ in billions) 2013 – 2017
CAGR of 4.1% 2018 – 2022E CAGR of 3.3% Least Recession Resistant Premium Pet Food is Driving the Overall Pet Food Industry Growth(2) The U.S. Pet Food & Treat Market Enjoys Consistent Growth(1) Dog Food 2012-2017 CAGR by Type Cat
Food 2012-2017 CAGR by Type Projected Actual Source: Packaged Facts 4
Pet Care Industry During the “Great Recession” (2008-2009) Source: Euromonitor International (Passport
Industries) Halo (’08-’09): 20.4% 5 Affordable luxury
Public Market Scarcity – Equity Value Creation Source: Company Management, Public Company
Filings (OTCQB: BTTR) (NASDAQ: FRPT) (000’s) (000’s) 6 Key Channels E-Commerce, Direct-to-Consumer, Pet Specialty, International, Grocery & Mass Grocery & Mass Product Attributes Premium Natural Whole
Meat Super Premium Refrigerated Halo: Canned & Kibble Products Natural Whole Meat TruPet: Freeze Dried and Dehydrated Manufacturing & Co-Packaged: Industry Leading Sourcing In-House
Manufacturing Supply Chain of High Quality Proteins Dog / Cat Split Halo: 50% Dog, 50% Cat 96% Dog, 4% Cat TruPet: 100% Dog
Comparable Pet Industry Transaction Multiples ($ Millions) Source: S&P Capital IQ M&A
transactions in the space have averaged ~3x EV/ LTM revenue and ~15x EV/ LTM EBITDA 7
Brand Overview 8
Halo is a 30-year-old, premium, natural pet food brand based in Tampa, FL that is uniquely
differentiated from its competitorsUses natural whole meat and no rendered meat mealHighly digestible due to use of real whole proteinHistory of top line growth driven by continued premiumization of the pet food industryFlexible and scalable
outsourced manufacturing model with capacity to grow or insourceE-Commerce is the Company’s largest and fastest growing channel2019A Net Revenue of $32.6 million Company Overview Consistent Historical Revenue Growth Across the Business
Cycle Diverse Product Portfolio Natural WHOLE Meat Rendered Meal Powder High moisture contentUSDA Inspected Facility95% protein digestibility Low moisture contentRendering plant61% protein digestibility Clear Product
Differentiation (Prior to 2019; Fiscal year ending June 30, $ in millions) Halo at a Glance FY 2006 – 2016 CAGR of 20% Key Customers 2018 Includes one-time PetSmart inventory stocking order of ~$6m in Q4 2018 9
Founded in 2013 by Lori Taylor and based in Tampa, FL, TruPet produces and markets raw freeze-dried and
dehydrated food, treats, and supplements for dogs and cats Well positioned as industry shifts toward products that create longer, better, lives for pets and helping pet owners understand the benefits of feeding a species an appropriate diet.
Brands include:TruDog – DTC Pet Wellness ProductsRawgo! – DTC Dehydrated Dog FoodOrapup and TruDog Dental – DTC Oral Care ProductsTruCat – DTC Cat Wellness Products Company Overview TruPet is a data-driven, subscription based, ultra premium
brand focused on direct, high-touch engagement with its customers Strong, Loyal & Growing Recurring Customer Base E-Commerce & Direct to Consumer Expertise TruPet at a Glance Social Networks Google Email Direct
Mail Radio YouTube Customer Acquisition Channels 150kMONTHLY OPT-IN EMAILS 50kMONTHLY OPT-IN SMS 90%REVENUE FROM REPEAT CUSTOMERS 10%YOY AOV GROWTH Source: Company Management. LTV / CAC of 3.2x (Industry standard is 3x) 10
(WHOLE) Chicken Ground Turkey Deboned Chicken Deboned Chicken Chicken Deboned
Chicken (WHOLE) Chicken Liver Turkey Heart Chicken Meal Chicken Meal Chicken Meal Chicken Meal Dried Egg Product Turkey Liver Brown
Rice Peas Peas Oatmeal Oatmeal Herring Oil Barley Turkey Meal Potatoes Ground Barley Pearled Barley Oatmeal Brown Rice Chicken Fat Peas Differentiated
Product Offering Halo® Holistic Chicken and Chicken Liver Recipe for Adult Dogs Blue™ Life Protection Formula® Adult Chicken & Brown Rice Recipe Dry Dog Food Merrick® Classic Real Chicken + Green Peas Recipe with Ancient Grains Adult
Dry Dog Food Natural Balance® Original Ultra® Whole Body Health® Chicken, Chicken Meal, Duck Meal Dry Dog Formula Wellness® Complete Health® Adult Deboned Chicken & Oatmeal Recipe Dry Dog Food Top 5 Ingredients Halo and TruDog
produce unique products using ingredients that are better for pets TruDog Feed Me Turkey Grain-Free Freeze-Dried Raw Dog Food 11
Strong Co-Packer Relationships & Certifications 12 Primary co-packer for Kibbles Primary
co-packer for Canned Food Smaller co-packers for Supplements & Treats High Quality Ingredient Certifications Primary co-packer for Freeze-Dried Raw
BTTR is in a $100+ Billion Global Pet Food Market ... …with Leading Premium Brands… ... that are
InvestedTo Scale ... …with Avenues Of Growth in Innovative Products & New Channels Premiumization of Pet FoodsMillennials Driving Better IngredientsWhole Meat vs. Meat MealChanging Demographics Well Established BrandsIndustry Leading
Product SourcingLeader in “Whole” MeatMultiple Industry Awards Product Testing, Messaging, ProductionYouTube + TV + DigitalSocial Media Traction Significant Online Sales Growth Driven by ShiftMeaningful Growth in Key International
MarketsChannel ExpansionInnovative Growth Oriented Products Established Premium Brands Positioned for Long Term Growth 13
Actionable Near-Term Growth Opportunities 14 Fastest growing channel in pet food, especially due to
Covid-19Prioritizing with Amazon and ChewyRecent advertising using Amazon Media Group has cross-channel impact Strong reception to launch of Garden of Vegan® dog food Second Product (Ocean of Vegan®) launched recentlyGreat for families with
vegan lifestyles as well as protein sensitivitiesAwarded #1 Brand in the Vegan Dog Category by VegNews In addition to recent innovation (including Vegan line), plan to launch differentiated product for Food, Drug, Mass AccountsInitial
conversations with retailers already underway Large and growing natural pet market in Asia and other marketsSuccessful traction and accelerating sales growth in Japan, South Korea, Taiwan, Philippines, China and AustraliaGrowth in Asia is
fueled by increasing levels of economic financial status and demand for premium, western manufactured products E-Commerce International Vegan Products Food, Drug & Mass: New Product Innovation
Financials 15
BTTR Financial Highlights 16 BTTR is cashflow positive. Please see 1Q20 Adjusted EBITDA
reconciliation on Page 19 for details Cash flow Positive BTTR intends to uplist to either the Nasdaq or NYSE in ~mid-2021 post filing its 2020 10-K. BTTR expects this to be a material catalyst for the company from a capital market
perspective 2021 “Uplist” Planned BTTR’s 2019A ~$45mm net sales split ~68% Halo and ~32% TruPet (Direct-to-Consumer) ~$45mm of Consolidated Net Sales Strong Performance During Covid-19 Pandemic 1Q20 and 2Q20 saw unprecedented increases
in order volume on our Chewy, Amazon and DTC platformsCovid-19 has accelerated the shift to online purchasing habits by pet parents
Source: Public Company Filings 2019 Consolidated Financials Unaudited Pro Forma Combine Statement
of Operations and Comprehensive Loss For the Twelve Months Ended December 31, 2019 (Dollars in thousands) Consolidated Historical
Halo Adjustments Combined Pro Forma Net sales $ 15,577 $ 32,576 $ (3,657) $ 44,496 Cost of goods sold 9,717 21,352 (1,418) 29,651 Gross profit 5,860 11,224 (2,239) 14,845
Operating expenses: General and administrative 19,782 7,521 (4,898) 22,405 Share-based compensation 10,280 - 309 10,589 Sales and marketing 10,138 6,711 - 16,849 Customer
service and warehousing 1,097 - - 1,097 Impairment of intangible asset 889 - - 889 Loss on disposal of equipment - 64 - 64 Total operating expenses 42,186 14,296 (4,589) 51,893 Loss
from operations (36,326) (3,072) 2,350 (37,048) Other expense: Interest expense, net (670) (272) (3,995) (4,937) Loss on acquisitions (147,376) - - (147,376) Change in fair value of
warrant derivative liability (90) - - (90) Total other expense (148,136) (272) (3,995) (152,403) Net and comprehensive loss (184,462) (3,344) (1,645) (189,451) Preferred dividends 109
- - 109 Net and comprehensive loss available to common stockholders $ (184,571) (3,344) (1,645) (189,560) Weighted average number of shares outstanding (in shares) 33,238,600 35,372,990 17
Note that 1Q 2019 financials exclude any impact from the Halo acquisition (completed Dec 2019) Source:
Public Company Filings 1Q20 vs 1Q19 Better Choice Company Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (dollars in thousands except share and per share
amounts) Three Months Ended March 31, 2020 2019 Net sales $ 12,226 $ 3,551 Cost of goods sold 8,069 1,661 Gross profit 4,157 1,890 Operating expenses: General and
administrative 8,056 1,959 Share-based compensation 2,484 206 Sales and marketing 1,959 2,185 Customer service and warehousing 190 254 Total operating expensesA 12,689 4,604 Loss from operations
(8,532) (2,714) Other expense: Interest expense, net 2,301 62 Change in fair value of warrant derivative liability (1,379) - Total other expense 922 62 Net and comprehensive loss
(9,454) (2,776) Preferred dividends 34 - Net and comprehensive loss available to common stockholders (9,488) (2,776) 18 A) Halo general and administrative expenses include non-cash amortization of $0.4 million related
to the trade name and customer relationship intangible assets acquired as part of the Halo acquisition, salaries and wages and related costs of $0.6 million, as well as other costs such as professional and consulting fees, charitable
contributions, and other miscellaneous costs. Better Choice general and administrative expenses accounted for the remaining increase, driven by share-based compensation ($2.5 million), consulting other professional fees ($1.1 million))
BTTR reported positive Adjusted EBITDA of +$307k in 1Q20 Source: Public Company Filings Adjusted
EBITDA Reconciliation Better Choice Company Inc. Reconciliation of Net Loss to EBITDA and Adjusted EBITDA Three Months Ended March 31, 2020 2019 (dollars in thousands) Net loss $ (9,488) $
(2,776) Depreciation and amortization 457 4 Interest expense, net 2,301 62 EBITDA (6,730) (2,710) Non-cash share-based compensation and warrant expense(a) 5,078 206 Acquisition related expenses(b) 899 -
Non-cash effect of purchase accounting on cost of goods sold(c) 894 - Offering relating expenses(d) 166 - Adjusted EBITDA $ 307 $ (2,504) Adjusted EBITDA as a % of Net sales 2.5% -70.5% (a) Reflects non-cash
expenses related to equity compensation awards and stock purchase warrants associated with a contract that was subsequently terminated. Share-based compensation is an important part of the Company's compensation strategy and without our
equity compensation plans, it is probable that salaries and other compensation related costs would be higher. (b) Reflects costs incurred related to acquisition and integration activities that are not anticipated to recur and operating
expenses that are not anticipated to recur due to acquisition related synergies (c) Reflects non-cash expense recognized in cost of goods sold related to the step-up of inventory required under the accounting rules for business
combinations (d) Reflects legal and advisory costs associated with the registration of previously issued common shares 19
1Q20 Balance Sheet Source: Public Company Filings Condensed Consolidated Balance Sheets - USD ($)
in Thousands Three Months Ended March 31, 2020 2019 Current Assets Cash and cash equivalents $ 1,842 $ 2,361 Restricted cash 25 173 Accounts receivable, net 6,121 5,824 Inventories, net 4,762
6,580 Prepaid expenses and other current assets 3,064 2,641 Total Current Assets 15,814 17,579 Noncurrent Assets Property and equipment, net 349 417 Right-of-use assets, operating lease 888 951 Intangible assets,
net 14,259 14,641 Goodwill 18,614 18,614 Other assets 1,027 1,330 Total Assets 50,951 53,532 Current Liabilities Short term loan, net 17,023 16,061 Line of credit, net 5,366 4,819 Other liabilities 209
500 Accounts payable 4,226 4,049 Accrued liabilities 4,570 4,721 Deferred revenue 330 311 Operating lease liability, current portion 352 345 Warrant derivative liability 841 2,220 Total Current Liabilities 32,917
33,026 Noncurrent Liabilities Notes payable, net 17,559 16,370 Operating lease liability 566 641 Total Noncurrent Liabilities 18,125 17,011 Total Liabilities 51,042 50,037 Redeemable Series E Convertible
StockRedeemable Series E preferred stock, $0.001 par value, 2,900,000 shares authorized, 1,387,378 shares issued and outstanding at March 31, 2020 and December 2019 10,566 10,566 Stockholders' Deficit Common stock, $0.001 par value,
88,000,000 shares authorized, 48,939,708 & 47,977,390 shares issued and outstanding at March 31, 2020 and December 31, 2019 49 48 Additional paid-in capital 200,051 194,150 Accumulated deficit (210,757) (201,269) Total
Stockholders' Deficit (10,657) (7,071) Total Liabilities, Redeemable Preferred Stock and Stockholders' Deficit 50,951 53,532 20
Capital Structure Source: Public Company Filings 21
Equity Capitalization Source: Public Company Filings 1,387,378 shares of Series E preferred stock
are issued and outstanding, with an aggregate stated value of $1,373,504, convertible into 1,760,903 shares of common stock at $0.78 per share, subject to adjustment under certain conditions 22
Appendix – BTTR Team 23
Management Team Werner von PeinChief Executive Officer Corporate growth professional, formally at
Three Dog Bakery, Nutrivet, Rexall, Lavazza, Quaker OatsBegan his career with Procter & Gamble over 37 years ago, and has extensive experience in the Pet food spaceAs president of Three Dog Bakery, he increased distribution and
significantly grew annual salesHeld a number of different leadership positions across food and beverage sectors internationally as well as domestically in the U.S. Extensive experience investing in and operating healthcare and
consumer-facing businessesWorked at Bain Capital, Silver Point, King Street and Magnetar (managed $2.5 Bn+ AUM)Founded middle-market special situations investment firm Albaron PartnersFounding Shareholder and Board Director of
BTTRUndergraduate and MBA from Wharton School, University of Pennsylvania Significant experience leading the sourcing, diligence, execution and management of growth equity investmentsDeployed $100m+ of growth equity capital at Pegasus
Capital Advisors (~$2.0bn AUM); prior to Pegasus worked at Credit SuisseMember of Halo Board for 2+ years, leading the successful restructuring of business and subsequent sale processUndergraduate from Harvard College Experienced finance
and accounting leader for both start-ups and mature, global organizationsHeld various leadership positions across multiple industries with oversight of accounting, audit, treasury, corporate finance, investor relations and human
resourcesBegan her career at KPMG LLP in the audit and assurance practiceCertified Public Accountant in the State of Florida Extensive experience in operations in the consumer products industryBegan career as a packaging engineer with
Colgate Palmolive and moved into production planning and contract manufacturing coordinationJoined the Halo team 10 years ago in operations and logistics, advancing to Vice President of OperationsRecently moved to VP of Operations for Better
Choice, overseeing operations for Both Halo and TruPet Damian Dalla-LongaExecutive Vice President, Corporate Development;Director Robert SauermannExecutive Vice President, Strategy & Finance Sharla CookVice President, Finance Donna
BowdenVice President, Operations Extensive experience operating and managing consumer facing businessesProven track record of growing consumer demand via online marketing strategiesFounder of pet food business (Terra Paws), RV Genie and RV
Clear Price Anthony SantarsieroExecutive Vice President, Direct to Consumer 24
Board of Directors Mike YoungChairman Former Co-Head of Trading and Managing Director at GMP
Securities in Toronto and New YorkBoard Member of ICC Labs (acquired by Aurora) and Founding Shareholder and Board Member of Nuverra (acquired by Aphria)Extensive management and trading experience in the US and Canadian capital markets that
has built a strong network of North American and international investors Renowned for transforming the California insurance broker’s role in the small group health benefits marketplace Mr. Word founded the Word & Brown General Agency in
1984 to market and distribute health plans through California’s huge brokerage community In 1986, the company was recognized as the largest independent small group health distributor nationwide, and the first to launch a COBRA administration
operation Clinton Gee has been Chief Financial Officer for The Word & Brown Companies since June of 2006Before joining The Word & Brown Companies, Clinton was a Vice President at several insurance organizations, including Nationwide
Insurance Companies, CalFarm Insurance Company, and Foundation Health PlansUndergraduate from California State University, Chico, with a bachelor’s degree in Accounting and Computer Science For 23 years, built brands at Procter & Gamble
in numerous product sectors (CPG, beauty, pharma) and for numerous global markets (USA, Canada, Germany etc.)Angel investor, Board member and CEO of Orabrush, the first company to commercialize a brand leveraging only YouTubeHas run global
billion-dollar business, and has successfully launched two start-ups with an exitUndergraduate from University of Utah Founded TruPet in 2013Forbes “Top 50” social media influencers two years in row (top 20 for women)Top 100 marketers in
2017 Multiple national DMA Echo awardsLaunched Kroger loyalty program in early 2000s Undergraduate from University of Missouri-Columbia John Word, IIIDirector Clinton GeeDirector Jeff DavisDirector Lori TaylorDirector Michael
CloseDirector CEO of CHOICE Administrators, responsible for two health insurance programsPrevious COO of The Word & Brown Companies, where he oversaw IT, marketing and strategic business developmentPresident of Quotit Corp and Health
Compare (both sold to National General Holdings Corp). President of CONEXIS, a leading benefits administrator, before its acquisition by WageWorks in 2014Undergraduate degree from Ohio State University 25